International Leadership Association Inc

“The association shall have an executive cabinet, comprised of the officers of the board, the chairs of the board committees and the president, who shall serve as an ex officio member. Authority of the executive cabinet: the board delegates authority to the executive cabinet as specified in the following responsibilities: a) implements and enforces decisions of the board of directors; advises the president, reviews major issues in-between meetings facing the organization; assists the chair in developing the agenda for board meetings; b) keeps the full board informed of its activities and actions in an appropriately timely manner through written minutes and verbal reports at board meetings; c) facilitates an annual evaluation of the strategic plan; d) the board chair conducts the annual performance review of the president and reports the results and recommendations to the executive cabinet and the full board in executive session; e) reviews and recommends approval of the organization's operating budget; and conducts a timely review of detailed financial reports provided by the sr. Director of finance in consultation with the treasurer; f) reviews contracts that are executed by the staff for $100,000 or more; g) coordinates the development of policies for presentation to the full board; h) serves as an advisory group to the president as needed; i) re-allocates resources if necessary in the budget within the guidelines established by the board.”

“Members in good standing are eligible to nominate candidates for board service, serve on the board of directors, and serve on ila committees.”

“The sr. Director of finance works with the accounting firm to complete the draft and then she compares it to the prior year and to the related work papers. The finance committee and the board are kept informed on the 990 timeline. Materials from guidestar are distributed in advance to help them understand the document. After distributing the form 990 draft well in advance of the meeting, the sr. Director of finance walks the finance committee through a review each page. Often the board chair is part of that meeting. The board then has access to the form 990 for 10+ days so they can review it individually.”

“The secretary and the sr. Director of finance monitor compliance with the conflict of interest policy. Each person (staff and directors) is encouraged and expected to voice any potential cois to their supervisor. Their supervisor brings it forward to the president & sr. Director of finance for review. Our finance policies have a segregation of duties so the persons who gather bids (staff directors) present the information to the sr. Director of finance who then makes a recommendation to the president, who then signs contracts. This three level process protects the association from conflicts of interests. The conflict of interest policy is distributed annually to all directors, officers, members of board committees, and staff. All covered individuals complete and sign an annual acknowledgment form that they have received and read a copy of the policy, understand it, and agree to abide by its terms. Whenever a director, officer, or committee member becomes aware of a potential conflict of interest, whether financial or otherwise, s/he makes the situation known to the board or committee (as the case might be) and provides all facts material to understanding the nature and scope of the conflict. The interested person with the potential conflict retires from the meeting and does not participate in final discussion and voting on the existence of the conflict. If a conflict is found to exist, the interested person may be invited to provide any relevant information that could be of use to the board in making its decision, but again retires and not participate in the final discussion and voting regarding the transaction. Whenever a staff member becomes aware of a potential conflict of interest in an area where s/he exercises any discretion in carrying out her/his duties for the ila, s/he promptly discloses the potential conflict to the director or the president. If the president has a potential conflict, s/he discloses it to the board or an executive cabinet. The person or body to whom disclosure is made (hereinafter "supervisor") determines whether there is a conflict that requires recusal of the interested person. When a conflict is found to exist, the interested person provides the supervisor with all information s/he has relevant to any decision to be made in which s/he has an interest, and the final decision is made by the supervisor.”

“Xi. Executive compensation policy a. This policy on the process for determining compensation of the ila applies to the compensation of the following persons employed by the organization: the ila's chief employed executive, or any additional key employees or consultants of the organization who shall be designated as "highly compensated" employees or consultants in their employment or consulting contract. B. The president of the ila is the principal representative of the organization, and the person responsible for its efficient and effective operation. Therefore, it is the desire of the ila to provide a fair yet reasonable and not excessive compensation for the president (and any other highly compensated employees and consultants). C. The annual process for determining compensation is as follows: the ila executive cabinet (unless a compensation committee is formed) through its board chair annually evaluates the president on her performance, and ask for her input on matters of performance and compensation. The executive cabinet will obtain research and information to make a recommendation to the board of directors for the compensation (salary and benefits) of the president (and other highly compensated employees or consultants) based on a review of comparability data. For example, this data may include the following: i. Salary and benefit compensation studies by independent sources; ii. Written job offers for positions at similar organizations; iii. Documented telephone calls about similar positions at both nonprofit and for-profit organizations; and iv. Information obtained from the irs form 990 filings of similar organizations. D. Concurrent documentation. To approve the compensation for the president (and other highly compensated employees and consultants) the board of directors must document how it reached its decisions, including the data on which it relied, in minutes of the meeting during which the compensation was approved. Documentation will include: i. A description of the compensation and benefits and the date it was approved; ii. The members of the board who were present during the discussion about compensation and benefits, and the results of the vote; iii. A description of the comparability data relied upon and how the data was obtained; and iv. Any actions taken (such as abstaining from discussion and vote) with respect to consideration of the compensation by anyone who is otherwise a member of the board but who had a conflict of interest with respect to the decision on the compensation and benefits. E. Independence in setting compensation: the chair of the board of directors, who is a volunteer and not compensated by the ila, will operate independently without undue influence from the president. No member of the executive cabinet who is a staff member or the relative of a staff member will participate in executing this policy, nor shall any executive cabinet member have a relationship with staff that could present a conflict of interest. This process was last performed in fy 2025”

“The ila makes its financial statements, governing documents and conflict of interest policy available to the public upon request.”